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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Peregrine Entertainment
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
71365810
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 71365810 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON Base Assets Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 95-6598-256
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Trust organized under the laws of the State of California
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 800,000
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
800,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.4%
12 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 71365810 13G Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON Richard D. Baum, as Trustee of the Base
Assets Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 800,000
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
800,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 71365810 13G Page 4 of 8 Pages
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1 NAME OF REPORTING PERSON Wilbert F. Schwartz, as Trustee of the Base
Assets Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 800,000
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
800,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 71365810 13G Page 5 of 8 Pages
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1 NAME OF REPORTING PERSON Thomas Arnold, as Trustee of the Base Assets
Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 800,000
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
800,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 71365810 13G Page 6 of 8 Pages
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Item 1(a) Name of Issuer
Peregrine Entertainment
Item 1(b) Address of Issuer's Principal Executive Offices
c/o Keith A. Cannon
Wilson, Davis & Co.
2300 Shawn Court
Carlsbad, CA 92008
Item 2(a) Name of Person Filing
Reference is made to Item 1 of each of the cover pages of this
Schedule 13G, which Items are incorporated herein by reference.
Item 2(b) Address of Principal Business or, if none, Residence
The address of the Base Assets Trust is 11400 West Olympic
Boulevard, Los Angeles, California 90064 and the address of
each of the other reporting persons is in care of the Base
Assets Trust.
Item 2(c) Citizenship
Reference is made to Item 4 of each of the cover pages of this
Schedule 13G, which Items are incorporated herein by reference.
Item 2(d) Title of Class of Securities
Common
Item 2(e) CUSIP Number
71365810
Item 3 Type of Reporting Person
(c)[X] Base Assets Trust, as the liquidating agent of
Executive Life Insurance Company In Rehabilitation/
Liquidation, is an Insurance Company as defined in Section
3(a)(19) of the Act; the other individual reporting persons,
Messrs. Baum, Schwartz and Arnold, are trustees of the Base
Assets Trust.
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CUSIP No. 71365810 13G Page 7 of 8 Pages
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Item 4 Ownership
Reference is made to Items 5-9 and 11 of each of the cover
pages of this Schedule 13G, which Items are incorporated
herein by reference. The 800,000 shares of Common Stock are
issuable upon conversion of Class A Preferred Stock. This
statement is filed to reflect a change in the trustees of the
Base Assets Trust. Pursuant to the Amended and Restated
Trust Agreement dated May 6, 1994, certain individual
trustees replaced Aurora National Life Assurance Company,
the former trustee of the Base Assets Trust. No change has
occurred in the ownership of securities held by Base Assets
Trust that are the subject of this statement.
Item 5 Ownership of Five Percent or Less of a Class
Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person
To the knowledge of the reporting persons, no other person has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Stock.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10 Certification
By signing below the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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CUSIP No. 71365810 13G Page 8 of 8 Pages
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Signature
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 1995
BASE ASSETS TRUST
U/A/D September 3, 1993, as amended and restated
May 6, 1994
By: ___________________________________________
RICHARD D. BAUM, Trustee
By: _______________________________________
WILBERT F. SCHWARTZ, Trustee
By: _______________________________________
THOMAS ARNOLD, Trustee
